Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.
Voting of Shares; Further Assurances. (a) The Stockholder, with respect to all Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined herein) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereof.
Voting of Shares; Further Assurances. The Stockholder, by this Agreement, does hereby constitute and appoint the Purchaser, or any nominee of the Purchaser, with full power of substitution, during and for the term of this Agreement, as such Stockholder's true and lawful attorney and proxy, for and in its name, place and stead, to vote each of the Stockholder's Shares as such Stockholder's proxy, at the VFC Special Meeting (including the right to sign the Stockholder's name (as a stockholder) to any consent, certificate or other document relating to the Company that the DGCL may permit or require) (a) in favor of the adoption of the Merger Agreement and approval of the Transactions, (b) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at the VFC Special Meeting, and (c) against any Acquisition Proposal or any other action or agreement that would result in a breach of any covenant, representation or warranty or another obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Parent's or Purchaser's obligations under the Merger Agreement not being fulfilled. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Nothing in this Section 1.3 or elsewhere in this Agreement shall affect the Stockholders fiduciary obligations as an officer or director of VFC.
Voting of Shares; Further Assurances. (a) Each Shareholder, by this Agreement, during and for the Voting Term, with respect to those Shares that it owns of record at the time of such vote, hereby agrees to vote each of such Shares at every annual, special or adjourned meeting of the stockholders of IVAX (or pursuant to any consent, certificate or other document relating to IVAX that the laws of the State of Florida may permit or require) (i) in favor of the approval of the Merger Agreement and the Mergers, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between IVAX and any person or entity (other than the Mergers) or any other action or agreement that would result in any of the conditions to IVAX's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Shareholder further agrees to cause the Shares owned by it beneficially at the time of such vote to be voted in accordance with the foregoing.
Voting of Shares; Further Assurances. Stockholder agrees to cause the Owned Shares to be voted as follows: (i) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Transactions) or any other action or agreement that (x) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Agreement, (y) could result in any of the conditions to the Company's obligations under the Transaction Agreement not being fulfilled or (z) could otherwise impair the ability of Parent or Purchaser to exercise any of the Options and (ii) in favor of any other matter relating to consummation of the Transactions. Stockholder further agrees to cause such Owned Shares to be voted in accordance with the foregoing. Stockholder acknowledges receipt and review of a copy of the Transaction Agreement.
Voting of Shares; Further Assurances. (a) The Shareholder, by this Agreement, during and for the Voting Term, with respect to those Shares that it owns of record at the time of such vote, hereby agrees to vote each of his Shares at every annual, special or adjourned meeting of the stockholders of Bergen (or pursuant to any consent, certificate or other document relating to Bergen that the laws of the State of New Jersey may permit or require) (i) in favor of the approval of the Merger Agreement and the Mergers, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between Bergen and any person or entity (other than the Mergers) or any other action or agreement that would result in any of the conditions to Bergen's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. The Shareholder further agrees to cause the Shares owned by it beneficially at the time of such vote to be voted in accordance with the foregoing.
Voting of Shares; Further Assurances. From the date of the Original Option Agreement, Stockholder agrees to cause the Owned Shares to be voted as follows: (i) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Transactions) or any other action or agreement that (x) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Agreement, (y) could result in any of the conditions to the Company's obligations under the Transaction Agreement not being fulfilled or (z) could otherwise impair the ability of Parent or Purchaser to exercise any of the Options and (ii) in favor of any other matter relating to consummation of the Transactions. From the date of the Original Option Agreement, Stockholder further agrees to cause such Owned Shares to be voted in accordance with the foregoing. Stockholder acknowledges receipt and review of a copy of the Transaction Agreement.
Voting of Shares; Further Assurances. Shareholder will vote the Shares (i) in favor of the adoption of the Merger Agreement and approval of the Berkshire Merger and the Transactions and (ii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at the Berkshire Special Meeting.
Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it or he owns of record, does hereby constitute and appoint Merger Sub, or any nominee of Merger Sub, with full power of substitution, as his true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its or his proxy, at every annual, special or adjourned meeting of the stockholders of Company (including the right to sign its or his name (as stockholder) to any consent, certificate or other document relating to Company that may be permitted or required by applicable law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined in the Merger Agreement) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or which could result in any of the conditions to Company's obligations under the Merger Agreement not being fulfilled, and (iii) except as specifically requested in writing by Merger Sub in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company or its subsidiaries; (B) a sale, lease or transfer of a material amount of assets of Company or its subsidiaries or a reorganization, recapitalization, dissolution, liquidation or winding up of Company or any of its subsidiaries; (C) any change in the board of directors of Company; (D) any change in the present capitalization of Company or any amendment of Company's Certificate of Incorporation; (E) any other material change in Company's corporate structure or business; and (F) any other action which is intended or could reasonably be expected to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger, the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. No Stockholder shall enter into any agreement or understanding with any Person prior to the Termination Date (as defined below) to vote in any manner inconsistent with clause (i), (ii) or (iii) of the preceding sentence. Each Stockholder, severally its...
Voting of Shares; Further Assurances. (a) The Shareholder, by this Agreement, does hereby constitute and appoint the Purchaser, or any nominee of the Purchaser, with full power of substitution, during and for the term of the Option, as such Shareholder's true and lawful attorney and proxy, for and in its name, place and stead, to vote each of the Shareholder's Shares as such Shareholder's proxy, at every annual, special or adjourned meeting of the shareholders of the Company (including the right to sign its name (as shareholder) to any consent, certificate or other document relating to the Company that Pennsylvania Law may permit or require) (i) in favor of the adoption of the Merger Agreement and the Long-Form Merger, if applicable, and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger or the Long-Form Merger) or any other action or agreement that would result
